TILLY'S, INC. — Director's Dealing 2016

Dec 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TILLY'S, INC. (TLYS)
CIK: 0001524025
Period of Report: 2016-12-05

Reporting Person: ANKER-MORRIS DEBBIE (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-05	CLASS A COMMON STOCK	M	35423	$8.98	Acquired	60423	Direct
2016-12-05	CLASS A COMMON STOCK	S	20396	$13.7724	Disposed	40027	Direct
2016-12-05	CLASS A COMMON STOCK	S	15027	$14.3886	Disposed	25000	Direct
2016-12-06	CLASS A COMMON STOCK	M	24577	$8.98	Acquired	49577	Direct
2016-12-06	CLASS A COMMON STOCK	S	24577	$13.75	Disposed	25000	Direct
2016-12-06	CLASS A COMMON STOCK	M	5000	$6.45	Acquired	30000	Direct
2016-12-06	CLASS A COMMON STOCK	S	5000	$14.4717	Disposed	25000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-05	STOCK OPTION (RIGHT TO BUY)	$8.98	M	35423	Disposed	2017-08-27	CLASS A COMMON STOCK (35423)	Direct
2016-12-06	STOCK OPTION (RIGHT TO BUY)	$8.98	M	24577	Disposed	2017-08-27	CLASS A COMMON STOCK (24577)	Direct
2016-12-06	STOCK OPTION (RIGHT TO BUY)	$6.45	M	5000	Disposed	2019-04-20	CLASS A COMMON STOCK (5000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.26 to $14.25, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $14.26 to $14.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: Includes 25,000 shares of Class A Common Stock awarded under a restricted stock unit agreement. The shares subject to the award are scheduled to vest over a four year period, with 25% of the shares vesting one year from the grant date and 25% of the shares vesting on each succeeding anniversary until all shares have vested.

F4: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.75 to $13.76, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $14.40 to $14.51, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F6: The option is fully vested and is exercisable.